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Last updated on June 5, 2023
Please read through these terms of service (“Terms”) carefully before using the Application. By executing a Service Agreement or by accessing or using the Services you agree to be legally bound by these Terms and all terms, policies and guidelines incorporated by reference in these Terms. If you do not agree with these Terms in their entirety, you may not use the Services.
MOBILEOSOFT INC. (“Mobileosoft”, “we”, “us” and terms of similar meaning) provide the Services, including access to the Application subject to these Terms. An updated copy of these Terms will be available through the Application.
Mobileosoft reserves the right to change or modify any of the terms and conditions contained in these Terms, or any policy or guideline applicable to the Services, at any time and in its sole discretion. If we do so, we will post a notice in the Application visible to you the next time you access the Application. Customers who do not agree with the changes may terminate their account with us in accordance with the terms of the Service Agreement. Unless otherwise specified, any changes or modifications will be effective immediately upon posting of the revisions on the Application and the Site, and your continued use of the Application after such time will constitute your acceptance of such changes or modifications. You should from time to time review the Terms and any policies and documents incorporated in them to understand the terms and conditions that apply to your use of the Application. The Terms will always show the ‘last updated’ date at the top. If you do not agree to any amended Terms, you must stop using
"Active Users" means users who have logged into the Application, at least once, in any given month.
"Application" means the Mobileosoft application and any additional software we will provide.
"Content" means the content on the Application, including all information, data, logos, marks, designs, graphics, pictures, sound files, other files, and their selection and arrangement.
"Mobileosoft" means Mobileosoft Inc.
"Customer(s)" means customers of Mobileosoft.
"Fees" means fees and any other charges for the use of the Application.
"License" shall have the meaning provided in Section 3 of these Terms.
"Service Agreement" Service Agreement means a service agreement entered into between the Customer and Mobileosoft.
"Services" means the services provided by the Application.
"Site" means mobileosoft.com and app.mobileosoft.com
"Users" means users of the Application that were given access by Mobileosoft, the Customer or another User.
"User Content" means Content provided by Users.
"User Submission" has the meaning given to it in paragraph 12.2 of these Terms.
Please refer to Mobileosoft privacy policy by clicking here (the “Privacy Policy”) for information on how Mobileosoft collects, uses and discloses personally identifiable information from users of the Application. By using the Application you agree to our use, collection and disclosure of personally identifiable information in accordance with the Privacy Policy.
Subject to the restrictions of your User Account, Mobileosoft grants to you a revocable, non-exclusive, non-sublicensable license to use the Application, access the Services and to view the Content available to you through the Services (“License”).
Other than as expressly permitted in these Terms, the Content and the License are subject to the following license restrictions and account terms:
4.1. The Services are not intended to be used by children. You must be at least eighteen (18) years of age to use the Services.
4.2. The Services we provide through the Application are for your own use only. You may not resell, lease or provide them in any other way to anyone else, except as permitted through the Application.
4.3. Your login may only be used by one person – a single login shared by multiple people is not permitted.
4.4. You are responsible for maintaining the security of your account and password. You hereby accept all risks of unauthorized access to your account data and password. Mobileosoft will not be liable for any loss or damage from your failure to comply with this security obligation. You are responsible for all activity on your account.
4.5. The Customer is responsible for all equipment and software required for the Customer’s Users to access the Internet. The Customer may assign this responsibility to a User (e.g. a client of the Customer).
4.6. You may not make or distribute copies of the Application.
4.7. You may not alter, merge or translate the Application, or decompile, reverse engineer, disassemble, or otherwise reduce the Application to a human-perceivable form.
4.8. You may not modify or create derivative works based on the Application or the Content.
4.9. You may not use the Application for any application deployment or ultimate production purpose.
4.10. You may not use the Application to develop any application having the same or similar primary function as the Application.
4.11. You may not remove or modify any copyright, trademark or other proprietary notices that have been placed in the Content.
4.12. You may not use the Application or the Content other than for its intended purpose.
4.13. Except as expressly permitted above, any use of any portion of the Content without the prior written permission of its owner is strictly prohibited and will terminate the license granted in this Section, this Agreement and your User account with us. Any such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws.
4.14. Unless explicitly stated herein, nothing in these Terms may be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise.
4.15. You represent and warrant that your use of the Application and the Content will be consistent with this license and will not infringe or violate the rights of any other party or breach any contract or legal duty to any other parties, or violate any applicable law. To request permission for uses of Content not included in this license, you may contact Mobileosoft at the address set out at the bottom of these Terms.
4.16. You agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Services any of the following:
4.16.1. Any message, data, information, text, music, sound, photos, graphics, code or other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
4.16.2. Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party or that would otherwise create liability or violate any local, provincial, state, national or international law;
4.16.3. Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party.
4.17. Your User Content is your responsibility. We have no responsibility or liability for it, or for any loss or damage your User Content may cause to you or other people. Although we have no obligation to do so, we have the absolute discretion to remove, screen or edit without notice any User Content posted or stored on the Services, and we may do this at any time and for any reason.
4.18. You are solely responsible for maintaining copies of and replacing any User Content you post or store on the Services. If you authorize third parties to access your User Content through the Services (including other Users), you agree that we are permitted to provide them the User Content that their permissions permit them to view and or have access to, and also agree that we have no responsibility or liability for their use of such User Content.
4.19. The License shall be revocable by Mobileosoft at any time.
5.1. The Fees are described in the Service Agreement. The Fees will be dependent on the number of Active Users.
5.2. You are responsible for all taxes applicable to the fees and charges in any applicable jurisdiction.
6.1. User Content is the property of its respective owners (e.g. the Customer or the User that inputted it). Mobileosoft only right to use that User Content is the limited licenses to it granted in these Terms. Those licenses are described in Section 7 of these Terms.
6.2. Other than User Content, the Services, the Application, all Content and any other software used to create and operate the Services is the property of Mobileosoft or its licensors, and is protected by Canadian and international copyright laws, and all rights to Services, such Content and such software are expressly reserved. All trademarks, registered trademarks, product names and company names or logos mentioned in the Application are the property of their respective owners.
7.1. We do not claim any ownership interest in your User Content, but we do need the right to use your User Content to the extent necessary to operate the Application and provide the Services, now and in the future. For example, if you take a picture of a location site, we need your license to display that User Content on the Services, and we need the right to sublicense that User Content to our other Users (including potentially a client of the Customer) so that they can view that User Content.
7.2. By posting or distributing User Content to or through the Services, you (a) grant Mobileosoft and its affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to use, display, perform, reproduce, distribute, publish, modify, adapt, translate and create derivative works from such User Content, in the manner in and for the purposes which the Services from time to time use such User Content; (b) represent and warrant that (i) you own and control all of the rights to the User Content, or otherwise have the lawful right to post and distribute that User Content, to or through the Services; and (ii) the use and posting or other transmission of such User Content does not violate these Terms and will not violate any rights of or cause injury to any person or entity.
7.3. If your User Content is intended for the use of other Users, you also grant us and our affiliates and subsidiaries a non-exclusive, royalty-free, transferable right to sublicense such User Content to such Users for their use in connection with their use of the Services, as described in this Section.
7.4. These licenses from you are non-exclusive because you have the right to use your User Content elsewhere. They are royalty-free because we are not required to pay you for the use of your User Content on the Services. And they are transferable because we need the right to transfer these licenses to any successor operator of the Services. Our rights to “modify, adapt, translate, and create derivative works from” are necessary because the normal operation of the Services does this to your User Content when it processes it for use in the Services.
8.1. To ensure reliability and to protect the User Content, we use high grade hosting services and security technologies that we believe will provide you with a secure and safe environment. For example, all Content and information on the Application is encrypted using SSL certificates.
8.2. However, no system is perfectly secure or reliable. The Internet is an inherently insecure medium, and the reliability of hosting services, internet intermediaries, your internet service provider, and other service providers cannot be assured. When you use the Application, you accept these risks and the responsibility for choosing to use a technology that cannot guarantee complete security and reliability.
THE APPLICATION, THE CONTENT AND THE SERVICES ARE PROVIDED TO YOU ON AN “AS IS” BASIS WITHOUT WARRANTIES FROM MOBILEOSOFT OF ANY KIND, EITHER EXPRESS OR IMPLIED. MOBILEOSOFT EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. MOBILEOSOFT DOES NOT REPRESENT OR WARRANT THAT THE APPLICATION OR CONTENT IS ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE, AND EXPRESSLY DISCLAIMS ANY WARRANTY OR REPRESENTATION AS TO THE ACCURACY OR PROPRIETARY CHARACTER OF THE APPLICATION, THE CONTENT OR ANY PORTION THEREOF.
WHILE MOBILEOSOFT ATTEMPTS TO MAKE YOUR ACCESS TO AND USE OF THE APPLICATION SAFE, MOBILEOSOFT DOES NOT REPRESENT OR WARRANT THAT THE APPLICATION OR ANY CONTENT ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
10.1. You waive and shall not assert any claims or allegations of any nature whatsoever against Mobileosoft, its affiliates or subsidiaries, their contractors, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to your use of the Application or the Content, including, without limitation, any claims or allegations relating to the alleged infringement of proprietary rights, alleged inaccuracy of Content, or allegations that any Released Party has or should indemnify, defend or hold harmless you or any third party from any claim or allegation arising from your use or other exploitation of the Application. You use the Application at your own risk.
10.2. Without limitation of the foregoing, neither Mobileosoft nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of the Application or the Content, including without limitation any damages caused by or resulting from your reliance on the Application or other information obtained from Mobileosoft or any other Released Party or accessible via the Application, or that result from mistakes, errors, omissions, interruptions, deletion of User Content or other data, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorized access to Mobileosoft, the Customer, any User, or any other Released Party's records, programs or services.
10.3. In no event shall the aggregate liability of Mobileosoft, whether in contract, warranty, tort (including negligence, whether active, passive or imputed), product liability, strict liability or other theory, arising out of or relating to the use of the Application or the Services exceed any amount paid by you for access to the Application or Services during the three months prior to the date of any claim, if any.
You shall defend, indemnify and hold harmless Mobileosoft and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of your use of the Application and from the use of the Application by any person to whom you give access to your account.
12.1. Notices that we give you (other than notice of amendment of these Terms, which is discussed in the introduction of these Terms) may be provided by posting a notice clearly visible to you in the Application. When we post notices on the Application, we post them in the area of the Application suitable to the notice. It is your responsibility to periodically review the Application for notices.
12.2. Subject to the Privacy Policy, if you send to Mobileosoft any information, ideas, inventions, concepts, techniques or know-how (“User Submissions”), for any purpose, including the developing, manufacturing and/or marketing or products or services incorporating such information, you acknowledge that Mobileosoft can use the User Submissions without acknowledgement or compensation to you, and you waive any claim of ownership or compensation or other rights you may have in relation to the User Submissions. We actively review User Submissions for new ideas. If you wish to preserve any interest you might have in your User Submissions, you should not post them to the Application or send them to us.
13.1. The Application is controlled by Mobileosoft Inc. and operated by it from its offices in Concord, Ontario. You and Mobileosoft both benefit from establishing a predictable legal environment in regard to the Application. Therefore, you and Mobileosoft explicitly agree that all disputes, claims or other matters arising from or relating to your use of the Application will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. The United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms.
13.2. Except where prohibited by applicable law, any claim, dispute or controversy (whether in contract or tort, pursuant to statute or regulation, or otherwise, and whether preexisting, present or future) arising out of or relating to (a) these Terms; (b) the Application or Content; (c) oral or written statements relating to these Terms or to the Application; or (d) the relationships that result from these Terms or the Application or Content (collectively, a “Claim”) will be referred to and determined by a sole arbitrator (to the exclusion of the courts). Except where prohibited by applicable law, you waive any right you may have to commence or participate in any class action against Mobileosoft related to any Claim and, where applicable, you also agree to opt out of any class proceedings against Mobileosoft. If you have a Claim, you should give written notice to arbitrate at the address specified below. If we have a Claim, we will give you notice to arbitrate at your address provided in your Registration Data. Arbitration will be conducted by one arbitrator pursuant to the commercial arbitration laws and rules in effect on the date of the notice in the Province of Ontario.
13.3. To the extent arbitration as described in the immediately preceding paragraph is prohibited by applicable law, you agree that all Claims will be heard and resolved in a court of competent subject matter jurisdiction located in Toronto, Ontario. You consent to the personal jurisdiction of such courts over you, stipulate to the fairness and convenience of proceeding in such courts, and covenant not to assert any objection to proceeding in such courts.
13.4. If you choose to access the Application from locations other than Ontario, you will be responsible for compliance with all local laws of such other jurisdiction and you agree to indemnify Mobileosoft and the other Released Parties for your failure to comply with any such laws.
14.1. Notwithstanding any provision of these Terms, Mobileosoft reserves the right, without notice and in its sole discretion, without any notice or liability to you, to (a) terminate your license to use the Application, the Services, the Content, or any portion thereof; (b) block or prevent your future access to and use of all or any portion of the Application, Services or Content; (c) change, suspend or discontinue any aspect of the Application, Services or Content; and (d) impose limits on the Application, Services or Content.
14.2. Subject to a written Service Agreement, you and Mobileosoft may terminate these Terms and your use of the Application at any time. When your account is terminated, any User Content you have uploaded to the Application may remain on the Application.
14.3. If these Terms expire or terminate for any reason, Sections 6, 9, 10, 11, 13, and any representation or warranty you make in these Terms, shall also survive indefinitely.
15.1. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
15.2. Mobileosoft may assign any or all of its rights hereunder to any party without your consent.
15.3. You are not permitted to assign any of your rights or obligations hereunder without the prior written consent of Mobileosoft, and any such attempted assignment will be void and unenforceable.
15.4. These Terms constitute the entire agreement between you and Mobileosoft regarding your use of the Application, and supercede all prior or contemporaneous communications whether electronic, oral or written between you and Mobileosoft regarding your use of the Application.
15.5. The parties confirm that it is their wish that these Terms, as well as any other documents relating to this Terms, including notices, have been and shall be drawn up in the English language only. Les parties reconnaissent avoir convenue que la présente convention ainsi que tous documents, avis et procédures judiciaires qui pourront être exécutés, donnés ou intentées à la suite des présentes ou ayant un rapport, direct ou indirect, avec la présente convention soient rédigée en anglais.
If you have any questions regarding these Terms or your use of the Application, please contact us here: company@mobileosoft.com.
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